According to the legislation on the types of investment vehicles that can be registered in Holland, these structures may be established as investment companies or funds. Investors intending to go through the procedure for starting a fund can register their vehicles as closed- or open-ended forms of business.

Legal entities applicable for investment funds in the Netherlands

The Dutch legislation relating to investment funds includes various acts concerning the different regulated vehicles. To give an example, funds with a closed end are subject to Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading, and are implemented in accordance with the EU legislation. Regardless of whether a fund has been established in a closed- or open-ended form or as a related vehicle, e.g. a start-up hedge fund, the Dutch laws prescribe the following five legal entities:

private limited company (BV);

public limited company (NV);

cooperative;

limited partnership;

mutual fund (FGR).

Businessmen willing to open a Dutch fund also have the option to establish a variable capital investment company (BMVK). This entity acts as a fund for investments because its investors can set up umbrella funds in its structure. Still, in contrast to investment funds, a BMVK is not obliged to offer its stocks on the national market.

Corporate and non-corporate Dutch entities

The Dutch legal entities that can be used for investments belong to two general categories: corporate and non-corporate. The first group includes the BV, NV, cooperative and MBVK. The second features mutual funds and limited partnerships.

All these structures are taxed differently, in accordance with the system for taxation that covers them. The tax system in Holland allows legal entities open for investment funding to be established either as opaque or transparent. For opaque entities, the tax administration levies corporate tax with respect to capital gains and income.

Our company in the Netherlands can provide you with further information regarding the taxation of the structures listed above. Please, get in touch with our agents to receive detailed information on the legislation governing investment funds.